Common use of Stock Dividends and Splits Clause in Contracts

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 43 contracts

Sources: Security Agreement (Microbot Medical Inc.), Placement Agent Agreement (Microbot Medical Inc.), Security Agreement (Microbot Medical Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or other Warrants of this series), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 30 contracts

Sources: Warrant Agreement (Soluna Holdings, Inc), Placement Agent Common Stock Purchase Warrant (Soluna Holdings, Inc), Placement Agent Common Stock Purchase Warrant (Pasithea Therapeutics Corp.)

Stock Dividends and Splits. If the Company, Company at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or any cash distributions), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 21 contracts

Sources: Security Agreement (Columbus Circle Capital Corp II), Securities Purchase Agreement (Spark I Acquisition Corp), Security Agreement (Spark I Acquisition Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Optionthe Warrants or the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 19 contracts

Sources: Security Agreement (Greene Concepts, Inc), Security Agreement (Metalert, Inc.), Warrant Agreement (Bioquest Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged, provided that the Exercise Price per share shall in any case be no lower than the par value of the Common Stock. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 16 contracts

Sources: Security Agreement (InspireMD, Inc.), Pre Funded Class a Common Stock Purchase Warrant (Elutia Inc.), Pre Funded Common Stock Purchase Warrant (Galera Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or any other warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 16 contracts

Sources: Consulting Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.), Unsecured Convertible Note and Warrant Issuance Agreement (Cool Holdings, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification (or issues by reorganization) of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 2.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification (or reorganization).

Appears in 14 contracts

Sources: Securities Purchase Agreement (Odyssey Group International, Inc.), Common Stock Purchase Warrant (BioCorRx Inc.), Common Stock Purchase Warrant (BioCorRx Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding and such other capital stock of the Company(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock such other capital stock of the Company(excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 13 contracts

Sources: Warrant Agent Agreement (Exozymes Inc.), Warrant Agent Agreement (American Battery Materials, Inc.), Warrant Agent Agreement (Bimergen Energy Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (ia) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (iib) subdivides (including by way of share split) outstanding shares of Common Stock into a larger number of shares, (iiic) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivd) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 5.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 12 contracts

Sources: Warrant Agreement (Volitionrx LTD), Warrant Agreement (Red Cat Holdings, Inc.), Warrant Agreement (Volitionrx LTD)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Placement Agent Warrant is outstanding: (ia) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionPlacement Agent Warrant), (iib) subdivides outstanding shares of Common Stock into a larger number of shares, (iiic) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivd) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares Placement Agent Warrant Shares issuable upon exercise of this Preferred Investment Option Placement Agent Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 11 contracts

Sources: Placement Agent Warrant (Qualigen Therapeutics, Inc.), Placement Agent Warrant (Qualigen Therapeutics, Inc.), Placement Agent Warrant (Qualigen Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, as described in the Registration Statement, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 10 contracts

Sources: Securities Purchase Agreement (OptiNose, Inc.), Underwriting Agreement (Atara Biotherapeutics, Inc.), Subscription Agreement (Bellerophon Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise exercise, exchange or conversion of this Preferred Investment Optionthe Warrants or any other warrant or exercisable, exchangeable or convertible securities, and shall not include Purchase Rights for which Section 3(b) shall apply or any distribution of assets for which Section 3(c) shall apply), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 10 contracts

Sources: Pre Funded Warrant Agreement (Assembly Biosciences, Inc.), Common Stock Purchase Warrant (Assembly Biosciences, Inc.), Common Stock Purchase Warrant (Assembly Biosciences, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or other Warrants of this class), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 10 contracts

Sources: Warrant Agreement (Intensity Therapeutics, Inc.), Warrant Agreement (Intensity Therapeutics, Inc.), Warrant Agreement (Intensity Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Optionany Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, ; then in each such case (A) the Exercise Price shall will be multiplied adjusted by multiplying the Exercise Price then in effect by a fraction fraction, the numerator of which the numerator shall be equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any) outstanding immediately before such event ), and the denominator of which the denominator shall be equals the number of shares of Common Stock outstanding immediately after such eventevent (excluding treasury shares, if any), and (B) the number of shares Warrant Shares issuable upon exercise of this Preferred Investment Option hereunder shall be proportionately concurrently adjusted by multiplying such that number by the aggregate Exercise Price reciprocal of this Preferred Investment Option shall remain unchangedsuch fraction. Any adjustment made pursuant to this Section 3(aSuch adjustments will take effect (i) shall become effective immediately after the if a record date shall have been fixed for determining the determination stockholders or security holders, as applicable, of stockholders the Company entitled to receive such dividend dividend, distribution or distribution and shall become effective issuance by reclassification, as the case may be, immediately after such record date, (ii) otherwise, immediately after the effective date in of such dividend, distribution, subdivision, combination, or issuance by reclassification, as the case of a subdivision, combination or re-classificationmay be.

Appears in 10 contracts

Sources: Securities Purchase Agreement (Metabolix, Inc.), Warrant Agreement (Hansen Medical Inc), Securities Purchase Agreement (GTX Inc /De/)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or pursuant to any other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of share capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 8 contracts

Sources: Underwriting Agreement (ATLAS CRITICAL MINERALS Corp), Representative’s Warrant Agreement (ATLAS CRITICAL MINERALS Corp), Security Agreement (Greenlane Holdings, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option any of the Warrants is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares Warrant Shares issued pursuant to this Warrant Agreement or any of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant Shares shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option each Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 4.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. The Company shall promptly notify Warrant Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the Warrant Register.

Appears in 7 contracts

Sources: Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Additional Investment Option Right is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied adjusted to equal the product obtained by multiplying the Exercise Price by a fraction the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the case period that an Exercise Price is calculated hereunder, then the calculation of a subdivision, combination or re-classificationsuch Exercise Price shall be adjusted appropriately to reflect such event.

Appears in 7 contracts

Sources: Securities Agreement (Generex Biotechnology Corp), Securities Agreement (Generex Biotechnology Corp), Securities Agreement (Generex Biotechnology Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Class A Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Class A Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Class A Ordinary Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Class A Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Class A Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 7 contracts

Sources: Warrant Agency Agreement (Ryde Group LTD), Class a Ordinary Share Purchase Warrant (Agm Group Holdings, Inc.), Class a Ordinary Share Purchase Warrant (Agm Group Holdings, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Optionany Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, ; then in each such case (A) the Exercise Price shall will be multiplied adjusted by multiplying the Exercise Price then in effect by a fraction fraction, the numerator of which the numerator shall be equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any) outstanding immediately before such event ), and the denominator of which the denominator shall be equals the number of shares of Common Stock outstanding immediately after such event, and (B) the number of shares Warrant Shares issuable upon exercise of this Preferred Investment Option hereunder shall be proportionately concurrently adjusted by multiplying such that number by the aggregate Exercise Price reciprocal of this Preferred Investment Option shall remain unchangedsuch fraction. Any adjustment made pursuant to this Section 3(aSuch adjustments will take effect (i) shall become effective immediately after the if a record date shall have been fixed for determining the determination stockholders or security holders, as applicable, of stockholders the Company entitled to receive such dividend dividend, distribution or distribution and shall become effective issuance by reclassification, as the case may be, immediately after such record date, (ii) otherwise, immediately after the effective date in of such dividend, distribution, subdivision, combination, or issuance by reclassification, as the case of a subdivision, combination or re-classificationmay be.

Appears in 7 contracts

Sources: Securities Purchase Agreement (Vermillion, Inc.), Securities Purchase Agreement (Accelr8 Technology Corp), Warrant Agreement (Livedeal Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Preferred Investment OptionWarrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction fraction, of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that in an inverse manner (e.g., an increase in the aggregate Exercise Price shall result in a decrease in the number of this Preferred Investment Option shall remain unchangedshares of Common Stock). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Sources: Warrant Agreement (Solid Biosciences Inc.), Warrant Agreement (Aileron Therapeutics Inc), Warrant Agreement (Aileron Therapeutics Inc)

Stock Dividends and Splits. If the Company, at any time on or after the Initial Exercise Date and while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon (x) exercise of this Preferred Investment OptionWarrant or any other Company warrant, (y) conversion of, or payment of interest on, any convertible debentures of the Company or (z) conversion of, or payment of any dividend on, Company preferred stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution occurs and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 6 contracts

Sources: Warrant Agreement (NovaBay Pharmaceuticals, Inc.), Warrant Agreement (NovaBay Pharmaceuticals, Inc.), Warrant Agreement (NovaBay Pharmaceuticals, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price number of Warrant Shares then underlying this Warrant shall be multiplied divided by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 6 contracts

Sources: Pre Funded Warrant to Purchase Common Stock (Janux Therapeutics, Inc.), Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 6 contracts

Sources: Warrant Agreement (Relmada Therapeutics, Inc.), Securities Purchase Agreement (PDL Biopharma, Inc.), Warrant Agreement (Evofem Biosciences, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Optionany Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, ; then in each such case (A) the Exercise Price shall will be multiplied adjusted by multiplying the Exercise Price then in effect by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be equals the number of shares of Common Stock outstanding immediately after such eventevent (excluding treasury shares, if any), and the denominator of which equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and (B) the number of Warrant Shares issuable upon exercise of this Preferred Investment Option hereunder shall be proportionately concurrently adjusted by multiplying such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangednumber by such fraction. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after Such adjustments will take effect on the effective date in the case of a such dividend, distribution, subdivision, combination or re-classificationissuance by reclassification, as the case may be.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Vermillion, Inc.), Securities Purchase Agreement (Biolase, Inc), Securities Purchase Agreement (Vermillion, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 6 contracts

Sources: Warrant Agreement (Parkervision Inc), Warrant Agreement (Parkervision Inc), Subscription Receipt Agreement (McEwen Mining Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Preferred Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Sources: Series a Convertible Preferred Stock Purchase Warrant (Akers Biosciences, Inc.), Warrant Agreement (ImmunoCellular Therapeutics, Ltd.), Warrant Agreement (ImmunoCellular Therapeutics, Ltd.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Series A Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionSeries A Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Series A Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Series A Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Sources: Series a Warrant (Innventure, Inc.), Subscription Agreement, Standby Equity Purchase Agreement (Aeva Technologies, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 6 contracts

Sources: Placement Agent Warrant (CervoMed Inc.), Warrant Agreement (CervoMed Inc.), Warrant Agreement (CervoMed Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock capital stock or any other equity or equity equivalent securities securities, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Shares shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 6 contracts

Sources: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp), Warrant Agreement (Irobot Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), provided that this clause (iii) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iviii) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Sources: Securities Agreement (Pimi Agro Cleantech, Inc.), Security Agreement (Pimi Agro Cleantech, Inc.), Security Agreement (Pimi Agro Cleantech, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case on the effective date, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 6 contracts

Sources: Pre Funded Warrant Agreement (Spruce Biosciences, Inc.), Loan and Security Agreement (Elevation Oncology, Inc.), Common Stock Purchase Warrant (Elevation Oncology, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Class A Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Class A Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Class A Ordinary Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Class A Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Class A Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Sources: Security Agreement (Skyline Builders Group Holding LTD), Security Agreement (Skyline Builders Group Holding LTD), Security Agreement (Skyline Builders Group Holding LTD)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or other Warrants of this class), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Sources: Pre Funded Common Stock Purchase Warrant (SeaStar Medical Holding Corp), Pre Funded Common Stock Purchase Warrant (Soluna Holdings, Inc), Pre Funded Common Stock Purchase Warrant (SeaStar Medical Holding Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or other Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of the shares of the Common Stock any capital shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Sources: Pre Funded Common Stock Purchase Warrant (Imperial Petroleum Inc./Marshall Islands), Class G Common Stock Purchase Warrant (Imperial Petroleum Inc./Marshall Islands), Class F Common Stock Purchase Warrant (Imperial Petroleum Inc./Marshall Islands)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), ; (ii) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, ; or (iv) issues by issues, in the event of a reclassification of shares of the Common Stock Stock, any shares of capital stock of the Company, then then, in each case case, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares, if anyshares of the Company) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 5 contracts

Sources: Note and Warrant Purchase Agreement (Liqtech International Inc), Common Stock Purchase Warrant (Liqtech International Inc), Common Stock Purchase Warrant (Liqtech International Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 5 contracts

Sources: Stock Purchase Agreement (Kopin Corp), Securities Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Security Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 5 contracts

Sources: Security Agreement (Arcadia Biosciences, Inc.), Security Agreement (Arcadia Biosciences, Inc.), Security Agreement (Arcadia Biosciences, Inc.)

Stock Dividends and Splits. If the Company, at any time or from time to time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price in effect immediately prior to such dividend distribution, subdivision, combination or reclassification shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 5 contracts

Sources: Common Stock Purchase Warrant (Alphatec Holdings, Inc.), Common Stock Purchase Warrant (Alphatec Holdings, Inc.), Common Stock Purchase Warrant (Alphatec Holdings, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 5 contracts

Sources: Underwriting Agreement (Tenaya Therapeutics, Inc.), Underwriting Agreement (Tenaya Therapeutics, Inc.), Warrant to Purchase Common Stock (Xtant Medical Holdings, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Class A Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Class A Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Class A Ordinary Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Class A Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Class A Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Sources: Securities Purchase Agreement (Webuy Global LTD), Securities Purchase Agreement (Webuy Global LTD), Purchase Warrant Agreement (Cuprina Holdings (Cayman) LTD)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or the conversion of the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 5 contracts

Sources: Security Agreement (US Dry Cleaning Services Corp), Security Agreement (US Dry Cleaning Services Corp), Security Agreement (US Dry Cleaning Services Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding and such other capital stock of the Company(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock such other capital stock of the Company(excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination combination, or re-classification.

Appears in 4 contracts

Sources: Warrant Agency Agreement (Harbor Custom Development, Inc.), Warrant Agency Agreement (Harbor Custom Development, Inc.), Warrant Agency Agreement (Harbor Custom Development, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution one or more distributions on all shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Preferred Investment OptionWarrant), (iiB) subdivides sub-divides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivisionsub-division, combination or re-classificationreclassification.

Appears in 4 contracts

Sources: Securities Agreement (Artistdirect Inc), Securities Agreement (Artistdirect Inc), Securities Agreement (Artistdirect Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Common Stock Purchase Warrant (Twin Hospitality Group Inc.), Warrant Agent Agreement (Twin Hospitality Group Inc.), Common Stock Purchase Warrant (Twin Hospitality Group Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case (A) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and (B) the number of Warrant Shares shall be divided by a fraction of which the numerator shall be the number of shares issuable upon exercise of this Preferred Investment Option Common Stock outstanding immediately before such event and of which the denominator shall be proportionately adjusted the number of shares of Common Stock outstanding immediately after such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Neurobiological Technologies Inc /Ca/), Securities Agreement (Neurobiological Technologies Inc /Ca/), Securities Agreement (Neurobiological Technologies Inc /Ca/)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity security exchangeable or equity equivalent securities convertible into shares of Common Stock payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant without payment therefor), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Common Stock Purchase Warrant (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Rexahn Pharmaceuticals, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split, including the Reverse Stock Split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 4 contracts

Sources: Placement Agent Common Stock Purchase Warrant (Avinger Inc), Placement Agent Common Stock Purchase Warrant (Avinger Inc), Common Stock Purchase Warrant (Avinger Inc)

Stock Dividends and Splits. If the Company, at any time on or after the date of the Letter Agreement and while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in of the case of a dividend, distribution, subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Security Agreement (Outlook Therapeutics, Inc.), Security Agreement (Outlook Therapeutics, Inc.), Security Agreement (Outlook Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Class B Warrant is outstanding: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock Class B Warrant Shares issued by the Company upon exercise of this Preferred Investment OptionClass B Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Class B Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Class B Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Exchange Agreement (Protea Biosciences Group, Inc.), Security Agreement (Protea Biosciences Group, Inc.), Security Agreement (Protea Biosciences Group, Inc.)

Stock Dividends and Splits. If the Company, at any time after the Subscription Date and while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Shares shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 4 contracts

Sources: Warrant Agreement (Traws Pharma, Inc.), Warrant Agreement (Traws Pharma, Inc.), Warrant Agreement (Traws Pharma, Inc.)

Stock Dividends and Splits. If In case the Company, at any time while this Preferred Investment Option is outstanding: Company shall (i) pays pay a stock dividend or otherwise makes a distribution or distributions on its outstanding shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance or make a distribution of doubt, shall not include any shares of Common Stock issued by the Company upon exercise on its outstanding shares of this Preferred Investment Option)Common Stock, (ii) subdivides make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a larger greater number of sharesshares of Common Stock, (iiiiv) combines (including by way of reverse stock split) combine its outstanding shares of Common Stock into a smaller number of sharesshares of Common Stock, or (ivv) issues issue, by reclassification of its shares of the Common Stock any shares of capital stock Stock, other securities of the CompanyCompany (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable Warrant Shares acquirable upon exercise of this Preferred Investment Option Warrant immediately prior thereto shall be proportionately adjusted such so that the aggregate Exercise Price Warrant Holder shall be entitled to receive the kind and number of this Preferred Investment Option shall remain unchangedWarrant Shares or other securities of the Company which such Warrant Holder would have owned or have been entitled to receive upon the happening of any of the events described above had such Warrant been exercised in full immediately prior to the happening of such event or any record date with respect thereto. Any An adjustment made pursuant to this Section 3(aparagraph (a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective event or, if none, immediately after the effective date in the case of a subdivision, combination or re-classificationsuch event. Such adjustment shall be made successively whenever such an event occurs.

Appears in 4 contracts

Sources: Common Stock Purchase Warrant (Jayhawk Energy, Inc.), Common Stock Purchase Warrant (Jayhawk Energy, Inc.), Warrant Purchase Agreement (Jayhawk Energy, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares and/or Pre-Funded Warrants issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Placement Agent Agreement (Cellectar Biosciences, Inc.), Security Agreement (Cellectar Biosciences, Inc.), Security Agreement (Cellectar Biosciences, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common _________ Stock or any other equity or equity equivalent securities payable in shares of Common _________ Stock (which, for avoidance of doubt, shall not include any shares of Common _________ Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common _________ Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common _________ Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common _________ Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common _________ Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common _________ Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Warrant Agreement (First Business Financial Services, Inc.), Warrant Agreement (Modine Manufacturing Co), Warrant Agreement (Cellular Dynamics International, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Common Stock Purchase Warrant (Telesis Bio Inc.), Common Stock Purchase Warrant (Telesis Bio Inc.), Pre Funded Common Stock Purchase Agreement (Telesis Bio Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), provided that this clause (i) shall not apply to shares of Common Stock issued solely in connection with dividends required to be paid under the terms and conditions of the Series C Convertible Preferred Investment Option)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Security Agreement (Certified Diabetic Services Inc), Security Agreement (Certified Diabetic Services Inc), Security Agreement (Certified Diabetic Services Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant but shall include stock of SRM Entertainment, Inc. issuable in connection with the SRM Spin-Off), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventevent (including, in the case of the SRM Spin-Off, the shares of SRM Entertainment, Inc. issued in connection with the SRM Spin-Off), and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Security Agreement (Jupiter Wellness, Inc.), Security Agreement (Jupiter Wellness, Inc.), Security Agreement (Jupiter Wellness, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged, subject to the limitation on fractional shares in Section 2(d)(v). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Common Stock Purchase Warrant (Aqua Metals, Inc.), Common Stock Purchase Warrant (Seelos Therapeutics, Inc.), Common Stock Purchase Agreement (Seelos Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares Stock, pro rata to all record holders of the Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price for all shares of Common Stock issuable pursuant to this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 4 contracts

Sources: Security Agreement (Super League Enterprise, Inc.), Security Agreement (Momentus Inc.), Security Agreement (Super League Enterprise, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Subscription Date and in accordance with the terms of such stock on the Subscription Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Shares and Number of PFW Shares shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares and Number of PFW Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares and Number of PFW Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 4 contracts

Sources: Warrant Agreement (Athira Pharma, Inc.), Warrant Agreement (Athira Pharma, Inc.), Warrant Agreement (Athira Pharma, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Series B Cumulative Preferred Stock, Common Stock or any other equity or equity equivalent securities payable in shares of Series B Cumulative Preferred Stock or Common Stock (which, for avoidance of doubt, shall not include any shares of Series B Cumulative Preferred Stock or any shares of Common Stock issuable upon exercise of the warrants to be issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Series B Cumulative Preferred Stock or Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Series B Cumulative Preferred Stock or Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Series B Cumulative Preferred Stock or Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares Warrant Securities issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Selling Agency Agreement (Fat Brands, Inc), Selling Agency Agreement (Fat Brands, Inc), Selling Agency Agreement (Fat Brands, Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Greenshoe is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionGreenshoe), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Greenshoe shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Greenshoe shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Advanced Battery Technologies, Inc.), Common Stock Purchase Greenshoe Warrant (China Integrated Energy, Inc.), Common Stock Purchase Greenshoe Warrant (China Integrated Energy, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Preferred Investment OptionWarrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that to a number determined by dividing the aggregate Exercise Price number of shares issuable upon exercise of this Preferred Investment Option shall remain unchangedWarrant immediately prior to such record date by the above fraction. Any adjustment made pursuant to this Section 3(a) 3.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Warrant Agreement (Progressive Gaming International Corp), Warrant Agreement (Progressive Gaming International Corp), Warrant Agreement (Progressive Gaming International Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares pro rata to the record holders of its Common Stock Ordinary Shares of its Ordinary Shares or any other equity or equity equivalent securities payable in shares of Common Stock Ordinary Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides its outstanding shares of Common Stock Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 4 contracts

Sources: Warrant Agreement (Golden Bull LTD), Warrant Agreement (Golden Bull LTD), Warrant Agreement (Farmmi, Inc.)

Stock Dividends and Splits. If Without limiting any provision of Section 4, if the Company, at any time while this Preferred Investment Option is outstanding: on or after the date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares, shares or (iii) combines (including by way of combination, reverse stock splitsplit or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the case period that an Exercise Price is calculated hereunder, then the calculation of a subdivision, combination or re-classificationsuch Exercise Price shall be adjusted appropriately to reflect such event.

Appears in 3 contracts

Sources: Warrant Agreement (xG TECHNOLOGY, INC.), Warrant Agreement (xG TECHNOLOGY, INC.), Warrant Agreement (xG TECHNOLOGY, INC.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on shares of the Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date that is payable in shares of the Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of the Common Stock into a larger number of sharesshares of the Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of the Common Stock into a smaller number of shares, shares of the Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of the Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of the Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 3 contracts

Sources: Securities Transfer Agreement (Conifer Holdings, Inc.), Security Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Security Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall Number of Warrant Sharesshall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 3 contracts

Sources: Warrant Agreement (AEON Biopharma, Inc.), Warrant Agreement (AEON Biopharma, Inc.), Warrant Agreement (AEON Biopharma, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Series B Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionSeries B Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Series B Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Series B Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Warrant Agreement (PureCycle Technologies, Inc.), Warrant Agreement (PureCycle Technologies, Inc.), Series B Common Stock Purchase Warrant (MICT, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification (or issues by reorganization) of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 2.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification (or reorganization). Notwithstanding anything to the contrary herein, the payment of any required dividend to the holders of the Company’s Series A Preferred Stock shall not cause any adjustments pursuant to this Article 2.

Appears in 3 contracts

Sources: Common Stock Purchase Warrant (iCoreConnect Inc.), Common Stock Purchase Warrant (iCoreConnect Inc.), Common Stock Purchase Warrant (iCoreConnect Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Warrant, the Company’s Series A Convertible Preferred Investment OptionStock or the Company’s Series B Convertible Preferred Stock), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Securities Agreement (Siebert Lawrence A.), Securities Agreement (Chembio Diagnostics, Inc.), Warrant Agreement (Chembio Diagnostics Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on of shares of its Common Stock or any other equity or equity equivalent securities payable in shares to the record holders of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchangedunchanged in the case of an exercise for Common Stock only. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded down to the nearest one hundredth of a cent. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 3 contracts

Sources: Securities Agreement (Adamis Pharmaceuticals Corp), Securities Agreement (Adamis Pharmaceuticals Corp), Securities Agreement (Adamis Pharmaceuticals Corp)

Stock Dividends and Splits. If the Company, at any other time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on all of its shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 2.01 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Safe Pro Group Inc.), Common Stock Purchase Agreement (Safe Pro Group Inc.), Warrant Agreement (Safe Pro Group Inc.)

Stock Dividends and Splits. If the Company, Company at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or any cash distributions), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Columbus Circle Capital Corp II), Common Stock Purchase Warrant (Columbus Circle Capital Corp II), Warrant Agreement (Columbus Circle Capital Corp II)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant, the Company’s Series A Convertible Preferred Investment OptionStock, the Company’s Series B 9% Convertible Preferred Stock or the Company’s Series C 7% Convertible Preferred Stock), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Security Agreement (Chembio Diagnostics, Inc.), Securities Agreement (Siebert Lawrence A.), Security Agreement (Crestview Capital Master LLC)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 3 contracts

Sources: Security Agreement (Avinger Inc), Securities Agreement (Avinger Inc), Placement Agent Agreement (Avinger Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any In the case of a dividend or distribution, any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and in the case of a subdivision, combination or re-classification, any adjustment made pursuant to this Section 3(a) shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Common Stock Purchase Warrant (Novan, Inc.), Common Stock Purchase Warrant (Novan, Inc.), Pre Funded Common Stock Purchase Warrant (Novan, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 3 contracts

Sources: Security Agreement (Miami International Holdings, Inc.), Security Agreement (VYNE Therapeutics Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or the other Warrants of this class), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Security Agreement (Avenue Therapeutics, Inc.), Security Agreement (Avenue Therapeutics, Inc.), Placement Agent Agreement (Avenue Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent Common Stock Equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock splitthe Reverse Split contemplated by the Loan Agreement) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Common Stock Purchase Warrant (CDT Equity Inc.), Common Stock Purchase Warrant (CID Holdco, Inc.), Common Stock Purchase Warrant (CID Holdco, Inc.)

Stock Dividends and Splits. If the CompanyIf, at any time while this Preferred Investment Option is outstandingafter the Initial Exercise Date until the Termination Date, the Company: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock Warrant Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Security Agreement (Palomino Laboratories Inc.), Security Agreement (Palomino Laboratories Inc.), Security Agreement (Palomino Laboratories Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) through (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 3 contracts

Sources: Security Agreement (Beyond Air, Inc.), Securities Purchase Agreement (Heron Therapeutics, Inc. /De/), Securities Purchase Agreement (Heron Therapeutics, Inc. /De/)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares (other than cash) pro rata to the record holders of its Common Stock Shares of its Common Shares or any other equity or equity equivalent securities payable in shares of Common Stock Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides its outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues to the holders of its Common Stock by reclassification re-classification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Warrant Agreement (Bellicum Pharmaceuticals, Inc), Warrant Agreement (Bellicum Pharmaceuticals, Inc), Warrant Agreement (Benitec Biopharma Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Series D Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Series D Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Series D Preferred Stock issued by the Company upon exercise of this Preferred Investment Optionthe Warrants or the Note), (ii) subdivides outstanding shares of Common Series D Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Series D Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Series D Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Series D Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Series D Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 3 contracts

Sources: Security Agreement (TPT Global Tech, Inc.), Security Agreement (TPT Global Tech, Inc.), Security Agreement (TPT Global Tech, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Series B Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Series B Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Series B Preferred Stock issued by the Company upon exercise of this Preferred Investment Optionthe Warrants or the Note), (ii) subdivides outstanding shares of Common Series B Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Series B Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Series B Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Series B Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Series B Preferred Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 3 contracts

Sources: Security Agreement (Stratus Capital Corp), Security Agreement (Stratus Capital Corp), Security Agreement (Stratus Capital Corp)

Stock Dividends and Splits. If the CompanyIf, at any time while this Preferred Investment Option is outstandingafter the Initial Exercise Date until the Termination Date, the Company: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock Warrant Shares issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 3 contracts

Sources: Security Agreement (Adaptin Bio, Inc.), Security Agreement (Adaptin Bio, Inc.), Security Agreement (Adaptin Bio, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock Stock, or any other equity or equity equivalent securities securities, payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case (x) the Exercise Price immediately prior to such action shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and (y) the number of shares issuable immediately prior to such action upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that multiplied by the aggregate Exercise Price inverse of this Preferred Investment Option shall remain unchangedthe foregoing fraction. Any adjustment made pursuant to this Section 3(asubclause (i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, and any adjustment made pursuant to subclause (ii), (iii) and (iv) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Class a Common Stock Purchase Warrant (Nextera Enterprises Inc), Class a Common Stock Purchase Warrant (Nextera Enterprises Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option), (ii) subdivides Warrant or pursuant to any of the other Transaction Documents),subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification.

Appears in 2 contracts

Sources: Warrant Agreement (Mitesco, Inc.), Securities Purchase Agreement (Mitesco, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant)(“Common Stock Equivalents”), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Per Share Warrant Price shall be multiplied by a fraction the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after at the close of business on the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after at the close of business on the effective date in the case of a subdivision, combination or re-classification. Any adjustment in the Per Share Warrant Price in accordance with this Section 3(a) shall also effect a proportionate adjustment in the Threshold Price (defined below).

Appears in 2 contracts

Sources: Warrant Agreement, Warrant Agreement (China Advanced Construction Materials Group, Inc)

Stock Dividends and Splits. If the Company, on or after the Original Issue Date at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Shares shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 2 contracts

Sources: Warrant to Purchase Common Stock (CytomX Therapeutics, Inc.), Underwriting Agreement (CytomX Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyCompany (each, a “Share Combination Event”, and such date thereof, the “Share Combination Event Date”), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Warrant Agent Agreement (Guardion Health Sciences, Inc.), Common Stock Purchase Warrant (Guardion Health Sciences, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price Number of Warrant Securities shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the denominator of which shall be the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted Common Stock outstanding immediately before such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedevent. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant Securities shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Securities shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationissuance.

Appears in 2 contracts

Sources: Warrant Agreement (Inhibikase Therapeutics, Inc.), Warrant Agreement (Inhibikase Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Preferred Stock or any other equity or equity equivalent securities payable in shares of Common Preferred Stock (which, for avoidance of doubt, shall not include any shares of Common Preferred Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Preferred Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Preferred Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Preferred Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Preferred Stock outstanding immediately after such event, and the number of shares Warrant Shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Security Agreement (BNB Plus Corp.), Security Agreement (BNB Plus Corp.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option is the Warrants are outstanding: , (i) pays a stock dividend on its Common Shares or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Shares, (ii) subdivides its outstanding shares of Common Stock Shares into a larger number of sharesCommon Shares, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock Shares into a smaller number of shares, Common Shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock any additional Common Shares of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) Shares outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 2 contracts

Sources: Warrant Agreement (Ur-Energy Inc), Warrant Agreement (Ur-Energy Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities (other than its Preferred Stock) payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Common Stock Purchase Warrant (Bioanalytical Systems Inc), Common Stock Purchase Warrant (Bioanalytical Systems Inc)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (iA) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, except for dividends paid with respect to the Company’s currently outstanding Series A Convertible Preferred Stock not to exceed $4,080 in the aggregate per year (payable in cash, Common Stock or preferred stock) (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of pursuant to this Preferred Investment OptionWarrant), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (ivD) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchangedadjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Securities Agreement (Next Inc/Tn), Security Agreement (Next Inc/Tn)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Class A Warrant is outstanding: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock Class A Warrant Shares issued by the Company upon exercise of this Preferred Investment OptionClass A Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, event and the number of shares issuable upon exercise of this Preferred Investment Option Class A Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Class A Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Security Agreement (Protea Biosciences Group, Inc.), Security Agreement (Protea Biosciences Group, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, shares or (iv) issues by reclassification (or issues by reorganization) of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) 2.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationreclassification (or reorganization). By way of example only, if the Company combines outstanding shares of Common Stock, for example, 250 million shares, into 25 million shares (via a 1 for 10 reverse stock split), the Exercise Price will be multiplied by 10 (250 million divided by 25 million equals 10). In this example, if the Exercise Price had been $0.20, it will now be $2.00. In addition, the Warrant Shares will be combined into 50,000 shares by dividing the existing amount of 500,000 by 10. The aggregate exercise price of this Warrant will still equal $100,000.

Appears in 2 contracts

Sources: Common Stock Purchase Warrant (BioCorRx Inc.), Common Stock Purchase Warrant (BioCorRx Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue Date or distributions on shares of its Common Stock or any other equity or equity equivalent securities as amended, as described in the Registration Statement, that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (iii) combines (including by way of reverse stock split) its outstanding shares of Common Stock into a smaller number of shares, shares of Common Stock or (iv) issues by reclassification of shares of the capital stock any additional shares of Common Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date in the case of a such subdivision, combination or re-classificationreclassification.

Appears in 2 contracts

Sources: Underwriting Agreement (Leap Therapeutics, Inc.), Underwriting Agreement (Leap Therapeutics, Inc.)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: , (i) pays a stock dividend on its Common Stock or otherwise makes a distribution or distributions on shares any class of its Common Stock or any other equity or equity equivalent securities capital stock that is payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment Option)Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, or (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the CompanyStock, then in each such case the Exercise Price shall be multiplied adjusted by multiplying a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain unchanged. Any adjustment made pursuant to clause (i) of this Section 3(a) paragraph shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. Any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date in the case of a subdivision, combination such subdivision or re-classificationcombination.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Penwest Pharmaceuticals Co), Warrant Agreement (Penwest Pharmaceuticals Co)

Stock Dividends and Splits. If the Company, at any time while this Preferred Investment Option Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Preferred Investment OptionWarrant or upon exercise of any other warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment Option Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Sources: Common Stock Purchase Warrant (Interpace Diagnostics Group, Inc.), Common Stock Purchase Warrant (Interpace Diagnostics Group, Inc.)